1 EXHIBIT 10.49 FIRST AMENDMENT TO PLEDGE AGREEMENT DATED DECEMBER 3, 1999 This FIRST AMENDMENT TO PLEDGE AGREEMENT DATED DECEMBER 3, 1999, is made this 28th day of March, 2000, between KING FAMILY PARTNERS, an Ohio limited partnership ("Pledgor"),...Pledge Agreement • April 4th, 2000 • Popmail Com Inc • Retail-eating places
1 2,500,000 UNITS CONSISTING OF 2,500,000 SHARES OF COMMON STOCK AND 2,500,000 REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANTSUnderwriting Agreement • October 17th, 1997 • Hotel Discovery Inc • Retail-eating places • Minnesota
1 EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of July 13, 1999, between Cafe Odyssey, Inc., a Minnesota corporation with principal executive offices located at 4801 West 81st Street, Suite 112, Bloomington,...Securities Purchase Agreement • July 23rd, 1999 • Cafe Odyssey Inc • Retail-eating places • New York
1 EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 14, 2000, by and among PopMail.com, inc., a Minnesota corporation, with headquarters at 1333 Corporate Drive, Suite 350, Irving, TX 75038...Registration Rights Agreement • June 30th, 2000 • Popmail Com Inc • Retail-eating places • Minnesota
RECITALSLoan Agreement • August 12th, 1998 • Cafe Odyssey Inc • Retail-eating places • Ohio
1 EXHIBIT 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT entered into this 23rd day of September, 1998, by and between CAFE ODYSSEY, INC., a Minnesota corporation, having its principal office at 4801 West 81st Street, Suite 112, Bloomington,...Security Agreement • November 12th, 1998 • Cafe Odyssey Inc • Retail-eating places • Ohio
EXHIBIT 2.0 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 17th, 1999 • Popmail Com Inc • Retail-eating places • Texas
1 EXHIBIT 10.1 THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR...Common Stock Purchase Warrant • May 8th, 2000 • Popmail Com Inc • Retail-eating places • New York
1 EXHIBIT 10.1 INDEMNIFICATION AGREEMENT (LegacyMaker, Inc.) This Indemnification Agreement is made and entered into as of _____________, 1999 between Cafe Odyssey, Inc., a Minnesota corporation ("Buyer") and LegacyMaker, Inc., a Delaware corporation...Indemnification Agreement • June 25th, 1999 • Cafe Odyssey Inc • Retail-eating places • Texas
PROMISSORY NOTE Bloomington, Minnesota $245,000.00 March 30, 2000 FOR VALUE RECEIVED, KING FAMILY PARTNERS, an Ohio limited partnership (the "Maker"), hereby unconditionally promises to pay to POPMAIL.COM, INC., a Minnesota corporation, or its...Promissory Note • August 16th, 2000 • Popmail Com Inc • Retail-eating places
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of May 2, 2000 (this "AGREEMENT"), by and between PopMail.com Inc., a Minnesota corporation, with principal executive offices located at 1331 Corporate Drive,...Registration Rights Agreement • May 8th, 2000 • Popmail Com Inc • Retail-eating places • New York
1 EXHIBIT 10.10 ESCROW AGREEMENT This Escrow Agreement is made this 25th day of August, 1999, by and between Fairview Partners, an Ohio general partnership, whose address is 5807 McCray Court, Cincinnati, Ohio 45224 ("Lender"), Cafe Odyssey, Inc.,...Escrow Agreement • September 16th, 1999 • Popmail Com Inc • Retail-eating places
2,500,000 UNITS CONSISTING OF 2,500,000 SHARES OF COMMON STOCK AND 2,500,000 REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANTSUnderwriting Agreement • September 17th, 1997 • Hotel Discovery Inc • Retail-eating places • Minnesota
1 EXHIBIT 10.1 INDENTURE OF LEASE THIS INDENTURE OF LEASE, made on the 9th day of November, 1994 between PHILLIP E. STEPHENS, TRUSTEE (hereinafter called "Landlord"), with an address for receipt of payments at: P.O. Box 930525, Atlanta, Georgia 31193,...Lease Agreement • August 22nd, 1997 • Hotel Discovery Inc
1 EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of May 2, 2000 (this "AGREEMENT"), by and between PopMail.com, a Minnesota corporation, with principal executive offices located at 1331 Corporate Drive, Suite...Securities Purchase Agreement • May 8th, 2000 • Popmail Com Inc • Retail-eating places • New York
1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of August 31, 1999, between Cafe Odyssey, Inc., a Minnesota corporation with principal executive offices located at 4801 West 81st Street, Suite 112,...Securities Purchase Agreement • September 16th, 1999 • Popmail Com Inc • Retail-eating places • New York
1 EXHIBIT 4.9 WARRANT AGREEMENT WARRANT AGREEMENT dated as of June 12, 2000, between PopMail.com, Inc., a Minnesota corporation (the "COMPANY"), and Atlantis Capital Fund, Ltd. (hereinafter referred to as "INVESTOR"). W I T N E S S E T H: WHEREAS,...Warrant Agreement • August 16th, 2000 • Popmail Com Inc • Retail-eating places • Delaware
EXHIBIT 10.3 LOAN AGREEMENT KENWOOD RESTAURANT LIMITED PARTNERSHIP, an Ohio limited partnership ("Borrower"), and PNC BANK, OHIO, NATIONAL ASSOCIATION, a national banking association ("Lender"), hereby agree as follows: 1. DEFINITIONS. The following...Loan Agreement • August 22nd, 1997 • Hotel Discovery Inc • Ohio
ARTICLE I EXHIBITSLease • August 22nd, 1997 • Hotel Discovery Inc • Minnesota
LOAN AGREEMENTLoan Agreement • September 16th, 1999 • Popmail Com Inc • Retail-eating places • Ohio
SUPPORT AGREEMENTSupport Agreement • September 16th, 1999 • Popmail Com Inc • Retail-eating places • Minnesota
ARTICLE I. APPOINTMENT OF WARRANT AGENT; ISSUANCE, FORM AND EXECUTION OF WARRANT CERTIFICATESWarrant Agreement • August 22nd, 1997 • Hotel Discovery Inc • Minnesota
EXHIBIT J AGREEMENTExecutive Agreement • June 25th, 1999 • Cafe Odyssey Inc • Retail-eating places • Texas
RECITALSEmployment Agreement • April 4th, 2000 • Popmail Com Inc • Retail-eating places • Delaware
Exhibit 10.2 CRAFTCLICK.COM, INC. STOCK PURCHASE AGREEMENT DATE: JUNE 7, 2000 STOCK PURCHASE AGREEMENT TABLE OF CONTENTS SECTION 1 - PURCHASE AND SALE OF STOCK........................................1 1.1 Agreement to Sell and...Stock Purchase Agreement • December 21st, 2000 • Popmail Com Inc • Retail-eating places • Minnesota
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 24th, 2000 • Popmail Com Inc • Retail-eating places • Delaware
1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the "Amendment") is made and entered into as of the 12th day of November, 1999, by and among POPMAIL.COM, INC., a Minnesota...Agreement and Plan of Reorganization • December 17th, 1999 • Popmail Com Inc • Retail-eating places
1 EXHIBIT 10.5 WARRANT AGREEMENT dated as of April 17, 2000 between Popmail.com, Inc., a Minnesota corporation (the "Company") and Sands Brothers & Co., Ltd., a Delaware corporation (hereinafter referred to variously as the "Holder" or "Sands...Warrant Agreement • May 8th, 2000 • Popmail Com Inc • Retail-eating places • New York
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement is made as of April 30, 1999 by and between CAFE ODYSSEY, INC., a Minnesota corporation (the "COMPANY"), and THOMAS W. ORR (the "EXECUTIVE"). WHEREAS, the Company desires to employ Executive in...Employment Agreement • August 18th, 1999 • Cafe Odyssey Inc • Retail-eating places • Minnesota
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT by and between POPMAIL.COM, INC.Stock Purchase Agreement • June 30th, 2000 • Popmail Com Inc • Retail-eating places • Minnesota
1 EXHIBIT 10.48 PLEDGE AGREEMENT This PLEDGE AGREEMENT made this 3rd day of December, 1999, between KING FAMILY PARTNERS, an Ohio limited partnership ("Pledgor"), and POPMAIL.COM, INC., a Minnesota corporation (the "Company"), as secured party. W I T...Pledge Agreement • April 4th, 2000 • Popmail Com Inc • Retail-eating places • Minnesota
WITNESSETH:License Agreement • August 16th, 2000 • Popmail Com Inc • Retail-eating places • Minnesota
1 EXHIBIT 2.0 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 25th, 1999 • Cafe Odyssey Inc • Retail-eating places • Delaware
EXHIBIT 10.5Employment Agreement • August 22nd, 1997 • Hotel Discovery Inc • Ohio
INTRODUCTIONIndemnification and Contribution Agreement • April 5th, 1999 • Cafe Odyssey Inc • Retail-eating places • Minnesota
